EX-10.28




 Exhibit 10.28 

FORM OF 

PERFORMANCE-VESTING STOCK UNIT AGREEMENT 

PURSUANT TO THE 
 RIVIERA
RESOURCES, INC. 2018 OMNIBUS INCENTIVE PLAN 
 *   *   *   *   * 

Participant:
                                        
 
 Grant Date:
                                        
                     
 Target Number of
Performance-Vesting Stock Units (“PSUs”) Granted (“Target PSUs”):                      

Maximum Number of Shares of Common Stock Issuable Hereunder: 
                     

* * * * * 
 THIS
PERFORMANCE-VESTING STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Riviera Resources, Inc., a Delaware corporation (the “Company”),
and the Participant specified above, pursuant to the Riviera Resources, Inc. 2018 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and 

WHEREAS, it has been determined that it would be in the best interests of the Company to grant the PSUs provided herein to the
Participant, as permitted under Article VIII of the Plan, subject to the terms and conditions contained herein and in the Plan. 
 NOW,
THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows: 

1. Incorporation by Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of
the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part
of and incorporated in this Agreement as if they were each expressly set forth herein. Except as provided otherwise herein, any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The
Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan,
the terms of this Agreement shall control. 
 2. Grant of Performance-Vesting Stock Unit Award; Adjustments. The Company hereby
grants to the Participant, as of the Grant Date specified above, the number of Target PSUs specified above. Except as otherwise provided by the Plan, the Participant 








 
agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the
Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the PSUs, except as otherwise
specifically provided for in the Plan or this Agreement. 
 3. Vesting; Forfeiture. 

(a) General. Subject to the provisions of Sections 3(b), 3(c) and 3(d) hereof, up to 200% of the Target PSUs
subject to this Award shall vest upon the earlier of (x) the third anniversary of July 1, 2018 (the “Vesting Commencement Date”) and (y) the consummation of a Change in Control (as applicable, the “Wind
Up Date”), provided that the Participant has not incurred a Termination prior to the Wind Up Date. The percentage of the Target PSUs that vests as of the Wind Up Date (if any) shall be determined in accordance with
Section 3(a)(i) below. 
  

	 	(i)	Vesting Generally. The percentage of the Target PSUs that vests upon the occurrence of the Wind Up Date shall, subject to Section 3(a)(iii) below, be determined as follows:


  

	 	(A)	0% of the Target PSUs shall vest if the Total Proceeds (as defined below) are less than 1x the Initial Value as of the Wind Up Date, and the entire Award shall automatically be forfeited for no consideration on the Wind
Up Date; 

  

	 	(B)	50% of the Target PSUs shall vest if the Total Proceeds equal at least 1.17x the Initial Value as of the Wind Up Date; 

  

	 	(C)	100% of the Target PSUs shall vest if the Total Proceeds equal at least 1.37x the Initial Value as of the Wind Up Date; 

  

	 	(D)	150% of the Target PSUs shall vest if the Total Proceeds equal at least 1.67x the Initial Value as of the Wind Up Date; and 

  

	 	(E)	200% of the Target PSUs shall vest if the Total Proceeds equal or exceed 2x the Initial Value as of the Wind Up Date. 


For purposes of this Agreement, the PSUs that vest in accordance with the schedule set forth above (if any) shall be the “Vested
PSUs”. 
  

	 	(ii)	Determination of Vesting. For the avoidance of doubt, in no event shall more than 200% of the Target PSUs vest, even if the Total Proceeds exceed 2x the Initial Value as of the Wind Up Date. If the amount of
Total Proceeds is in between any two thresholds set forth in Section 3(a)(i) above, the percentage of the Target PSUs that vests shall be determined using straight-line interpolation (e.g., if the Total
Proceeds equal 1.835x of the Initial Value, 175% of the Target PSUs shall vest). Any PSUs that are not Vested PSUs as of the Wind Up Date shall automatically be forfeited for no consideration on the Wind Up Date. 


  
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	 	(iii)	Additional Change in Control Conditions. Notwithstanding anything to the contrary in the foregoing, in the event that the Wind Up Date occurs due to the consummation of a Change in Control, and the
Participant has not incurred a Termination as of such Wind Up Date, the Board, in its sole discretion, may, in a manner that complies with Section 409A of the Code (to the extent applicable), subject up to twenty-five (25%) percent of the
Vested PSUs (determined in accordance with Section 3(a)(i) above) to additional time-based vesting conditions until the earlier of (A) the six (6)-month anniversary of the Wind Up Date and (B) the
date of the Participant’s Good Leaver Termination (as defined below) (the “CIC Vesting Treatment”). The terms and conditions of the CIC Vesting Treatment shall be determined by the Board at or prior to the time of the Change in
Control. 

 (b) Good Leaver Termination. In the event of the Participant’s Termination (i) due to the
Participant’s death or Disability, (ii) by the Company or other employing Subsidiary and/or Affiliate without Cause or (iii) by the Participant for Good Reason (each, a “Good Leaver Termination”), in each case, prior
to the Wind Up Date, subject to the Participant’s (or the Participant’s estate’s) execution and non-revocation of a general release of claims in favor of the Company (in the same form as the
release attached to the Participant’s employment agreement with the Company or other employing Subsidiary and/or Affiliate, if any) within fifty-two (52) days of such Good Leaver Termination, a pro-rata portion of the Target PSUs shall remain outstanding following such Good Leaver Termination and shall be eligible to vest upon the Wind Up Date based on satisfaction of the conditions set forth in
Section 3(a)(i) above, with such pro-rata portion calculated by multiplying the number of Target PSUs by a fraction, (A) the numerator of which is the number of
days that the Participant would have been employed with the Company or any of its Subsidiaries or Affiliates, had the Participant remained employed with the Company or any of its Subsidiaries or Affiliates through the next anniversary of the Vesting
Commencement Date immediately following the date of such Good Leaver Termination, and (B) the denominator of which is one thousand and ninety-six (1,096) (the “Contingent PSUs”);
provided that in the event of a Termination due to the Participant’s death or Disability, all of the Participant’s Target PSUs shall be Contingent PSUs. For the avoidance of doubt, following the Participant’s Good Leaver
Termination, the term “Contingent PSUs” shall be substituted for “Target PSUs” in this Agreement, and the number of Contingent PSUs that vests will be determined pursuant to Section 3(a)(i)
above. Consistent with the Plan, for purposes of this Agreement, including this Section 3(b), the Participant will be deemed to have incurred a Termination if the Participant terminates employment with the Company and its
Subsidiaries and Affiliates, notwithstanding the fact that the Participant may remain a director of, or render services as a consultant to, the Company and/or its Subsidiaries and/or Affiliates following such termination of employment. 

(c) Qualifying Sale Termination. In the event of the Participant’s Termination (i) in connection with the transfer of the
Participant’s employment from the Company to the third party acquirer in connection with the sale of (A) a Subsidiary or (B) a significant asset or line of business of the Company and its Subsidiaries, or (ii) otherwise as the
direct result of a sale described in clause (i) above, in each case, as determined by the Board in good faith (a “Qualifying Sale Termination”), prior to the Wind Up Date, subject to the Participant’s execution and non-revocation of a general release of claims in favor of the Company (in the same form as 

  
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the release attached to the Participant’s employment agreement with the Company or other employing Subsidiary and/or Affiliate, if any) within
fifty-two (52) days of such Qualifying Sale Termination, all of the Target PSUs shall remain outstanding following such Qualifying Sale Termination and shall be Contingent PSUs. For the avoidance of
doubt, following the Participant’s Qualifying Sale Termination, the term “Contingent PSUs” shall be substituted for “Target PSUs” in this Agreement, and the number of Contingent PSUs that vests will be determined pursuant to
Section 3(a)(i) above. 
 (d) Committee Discretion to Accelerate Vesting. In addition to the foregoing, the
Committee may, in its sole discretion, accelerate vesting of the PSUs at any time and for any reason. 
 (e) Forfeiture. Subject to
the terms of this Section 3, all unvested PSUs shall be forfeited immediately upon the Participant’s Termination for any reason or no reason. 

4. Delivery of Shares of Common Stock. 

(a) General. Subject to Section 4(b) below, within sixty (60) days following the date on which the
applicable PSUs become Vested PSUs (whether on the Wind Up Date or, if applicable, a later date in connection with the CIC Vesting Treatment), the Participant shall receive (i) the number of shares of Common Stock that corresponds to the number
of such Vested PSUs, (ii) with the consent of the Participant, cash in an amount equal to the aggregate value of the shares of Common Stock underlying such Vested PSUs, as determined using the trailing forty-five
(45)-day volume weighted average price for the Common Stock as of the Wind Up Date, or (iii) some combination of the foregoing, as determined by the Committee in its sole discretion (provided that the
Committee shall consult with the Participant and consider input from the Participant as to the desired form of payment). 
 (b) Blackout
Periods. If the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date a distribution of shares of Common Stock would otherwise be made pursuant to
Section 4(a) hereof, such distribution shall be instead made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (A) the end of the
calendar year in which such distribution would otherwise have been made and (B) a date that is immediately prior to the expiration of two and one-half months following the date such distribution would
otherwise have been made hereunder. 
 (c) Unallocated PSU MIP Pool. If any shares of Common Stock reserved for issuance under the
Plan and included in the PSU MIP Pool (as defined and calculated in accordance with the methodology set forth in the illustrations attached as Appendix A hereto) remain unallocated as of the Wind Up Date, the Company shall take all necessary
and appropriate actions to allocate, in connection with the Wind Up Date, such unallocated shares of Common Stock to the Key Persons (as defined below) who have not incurred a Termination prior to the Wind Up Date. Any shares of Common Stock
allocated to eligible Key Persons pursuant to this Section 4(c) shall be allocated on a pro rata basis among such Key Persons in proportion to the initial grants of PSUs made to such Key Persons and shall be eligible to vest upon the Wind Up
Date based on satisfaction of the conditions set forth in Section 3(a) as if such allocated shares of Common Stock had been included in such Key Person’s Target PSU amount initially. Any shares of Common Stock allocated to eligible Key
Persons pursuant to this Section 4(c) shall be delivered to such Key Persons at the same time and in the same form as the PSUs to which they relate. For purposes of this Section 4(c), “Key Persons” means [_____]. 

  
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 5. Appraisal Right. If the Participant, in good faith, disagrees with the
Board’s determination of (a) the Total Proceeds (or any component thereof) or (b) the Fair Market Value of the shares of Common Stock (exclusively limited to the Board’s determination pursuant to clause (b) of the definition
of Fair Market Value in the Plan) (the “Disputed FMV”) (as applicable, the “Disputed Value”), the Participant may request that the Board’s determination be reviewed by a mutually acceptable nationally
recognized valuation firm (the “Appraiser”), taking into account relevant factors in accordance with applicable law (including applicable tax rules) (the “Appraisal”). The Participant shall have sixty
(60) calendar days from the date on which the Company provides the Participant with the Board’s determination to provide the Company with written notice of such dispute (the “Dispute Notice”), which Dispute Notice shall
include an acknowledgement of the Participant’s potential responsibility for fees and expenses payable pursuant to this dispute provision. If the Participant provides the Company with a Dispute Notice, the Company and the Participant shall work
together in good faith to resolve the issues in dispute. If the Company and the Participant are unable to resolve all such disputed issues within ten (10) business days following the Company’s receipt of the Dispute Notice, the Participant
may request the Appraisal. Any determination of the Appraiser pursuant to the foregoing provisions shall be a final and binding determination of the Disputed Value on the Participant and the Company. If such Appraiser’s determination of the
Disputed Value is less than or equal to 110% of the Total Proceeds or the Disputed FMV determined by the Board, all costs and expenses associated with the Appraisal shall be borne by the Participant up to a maximum of $400,000 in the aggregate, with
the remaining costs and expenses borne by the Company. If the Appraiser’s determination of the Disputed Value is more than 110% of the Total Proceeds or the Disputed FMV determined by the Board, all costs and expenses associated with the
Appraisal shall be borne by the Company. If the Appraisal with respect to the Total Proceeds results in a greater number of Vested PSUs pursuant to Section 3(a)(i) above, the additional Vested PSUs shall be
settled in accordance with Section 4(a) within thirty (30) days of the Appraisal completion date, subject to the terms and conditions of the CIC Vesting Treatment, if imposed. If the Appraisal with respect to the
Disputed FMV results in a greater cash amount payable in respect of the Vested PSUs pursuant to Section 4(a)(ii) or Section 4(a)(iii) above, the additional cash amount shall be paid to the
Participant within forty-five (45) days of the Appraisal completion date. 
 6. Dividend Equivalent Rights; Rights as a
Stockholder. Cash dividends on the number of shares of Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to each PSU granted to the Participant, provided that
such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the PSUs are delivered to the
Participant in accordance with Section 4 hereof. Equity or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each PSU granted to the
Participant, provided that such equity or property dividends shall be paid in (a) shares of Common Stock, (b) in the case of a spin-off, securities of the entity that is spun-off from the Company, or (c) other property in the same form as is applicable to stockholders, as applicable and in each case, at the same time that the shares of Common Stock underlying the PSUs are
delivered to the Participant in accordance with Section 4 hereof. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any PSU
unless and until the Participant has become the holder of record of such shares. 

  
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 7. Certain Definitions. 

(a) “Equity Value of BMM” means the equity value of Blue Mountain Midstream, LLC (“BMM”), determined as
follows: 
  

	 	(i)	if BMM is publicly traded as of the Wind Up Date, the aggregate value of 100% of BMM’s (or it’s successor’s) equity securities, as determined using the trailing
30-day volume-weighted average price (“30-Day VWAP”) for BMM’s (or its successor’s) equity securities; 


 

	 	(ii)	if BMM is sold or disposed of (other than pursuant to a spin-off or joint venture involving BMM) in exchange for all cash consideration, the amount of aggregate cash proceeds
received by BMM’s equity holders in connection with such sale or disposition; 

  

	 	(iii)	if BMM is sold or disposed of (other than pursuant to a spin-off or joint venture involving BMM) for consideration that is not solely cash consideration, the sum of (A) the
aggregate cash proceeds received by BMM’s equity holders in connection with such sale or disposition, and (B) the aggregate Fair Market Value of any non-cash consideration received by the
Company’s equity holders in connection with such sale or disposition, determined by the Board in good faith as of the Wind Up Date (or such earlier date on which the non-cash consideration is exchanged
for cash). The Equity Value of BMM shall exclude any holdbacks, escrows and/or contingent payments (the “Contingent Payments”) unless and until actually paid to BMM’s equity holders. If payment of the Contingent Payments
results in a greater number of Vested PSUs pursuant to Section 3(a)(i) above, the additional Vested PSUs shall be settled in accordance with Section 4(a) within thirty (30) days
of the later of (x) the settlement date determined in accordance with Section 4(a) and (y) the relevant Contingent Payment date, subject to the terms and conditions of the CIC Vesting Treatment, if imposed; and


  

	 	(iv)	if BMM is not sold or disposed of on or before, and is not publicly traded as of, the Wind Up Date, the Equity Value of BMM as determined by the Board in good faith. 


In the event of a merger or consolidation of BMM (or its successor), the foregoing principles will be applied solely to the portion of the
combined company owned by BMM’s equity holders immediately after the consummation of the first such transaction. 

  
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 (b) “Equity Value of Riviera” means the equity value of the Company, determined
as follows: 
  

	 	(i)	if the Wind Up Date is the third anniversary of the Vesting Commencement Date, (A) the aggregate value of 100% of the Company’s (or it’s successor’s) equity securities, as determined using the 30-Day VWAP for the Company’s (or its successor’s) equity securities, if the Company (or its successor) is publicly traded as of the Wind Up Date, or (B) the aggregate value of 100% of the
Company’s (or it’s successor’s) equity securities, as determined by the Board in good faith, if the Company (or its successor) is not publicly traded as of the Wind Up Date; and 


 

	 	(ii)	if the Wind Up Date is a Change in Control, the sum of (A) the aggregate cash proceeds, and (B) the aggregate Fair Market Value of any non-cash consideration (as
determined by the Board in good faith), in each case, received by the Company’s equity holders in connection with the Change in Control. Equity Value of Riviera shall exclude any Contingent Payments unless and until actually paid to the
Company’s equity holders. If payment of the Contingent Payments results in a greater number of Vested PSUs pursuant to Section 3(a)(i) above, the additional Vested PSUs shall be settled in accordance with
Section 4(a) within thirty (30) days of the relevant Contingent Payment date, subject to the terms and conditions of the CIC Vesting Treatment, if imposed. If less than 100% of the equity securities or assets of the
Company are sold in such Change in Control, then the Board shall determine the Equity Value of Riviera in good faith, using extrapolation where applicable. 


(c) “Initial Value” means the sum of (i) fifty percent (50%) of an agreed value of $1.827 billion (before any
adjustment, as described below), and (ii) fifty percent (50%) of the aggregate value of one hundred (100%) of the Company’s equity securities, as determined using the 30-Day VWAP for the Common Stock immediately following the Riviera
Spin-Off; provided that the 30-Day VWAP cannot be lower than ninety percent (90%), or higher than one hundred and ten percent (110%), of the value described in clause (i) of this
Section 7(c). The calculation of the Initial Value will be (A) equitably reduced to reflect the value of any liabilities retained or assumed by the Company in connection with the Riviera
Spin-Off, to the extent such liabilities are unrelated to the assets of the Company following the Riviera Spin-Off (e.g., liabilities retained pursuant to
previous transactions and liabilities related to assets held by Roan Resources LLC, bankruptcy fees/expenses, etc.), and (B) increased by the amount of any contribution (whether in cash, property or a combination thereof) to the capital of the
Company and/or BMM following the Grant Date but on or prior to the Wind Up Date. 
 (d) “Total Proceeds” means, without
duplication, the sum of (i) the Equity Value of Riviera on the Wind Up Date, (ii) the aggregate amount distributed (but excluding he distributions of Company equity securities) to the Company’s equity holders from the Vesting
Commencement Date until the Wind Up Date, and (iii) the Equity Value of BMM. 
 8.
Non-Transferability. No portion of the PSUs may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the
PSUs as provided herein. 

  
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 9. Governing Law. All questions concerning the construction, validity and
interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to the choice of law principles thereof. 

10. Withholding of Tax; Section 409A. 

(a) The Participant agrees and acknowledges that the Company shall have the power and the right to deduct or withhold, or require the
Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company, in its good faith
discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the PSUs, and if the withholding requirement cannot be satisfied, the Company may otherwise refuse to
issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. The Company, in its sole discretion, may permit to be withheld shares of Common Stock otherwise deliverable to the Participant hereunder with an
aggregate Fair Market Value equal up to the Participant’s total income and employment taxes imposed as a result of the vesting and/or settlement of the PSUs, but only to the extent permitted by applicable accounting rules so as not to affect
accounting treatment. 
 (b) The intent of the parties is that the PSUs granted hereunder comply with Section 409A of the Code (to the
extent that any payment of cash and/or delivery of shares of Common Stock under this Agreement constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code), and accordingly, to the maximum extent
permitted, this Agreement shall be interpreted to be in compliance therewith. However, in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant by Section 409A of the
Code or damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code), unless such additional tax, interest or
penalty results directly from an action of, or failure to act by, the Company or an Affiliate that was undertaken in bad faith. 
 (c) As
noted above, a Termination shall not be deemed to have occurred for purposes of this Agreement unless such Termination is also a “separation from service” within the meaning of Section 409A of the Code, and for purposes of any such
provision of this Agreement, references to a “termination,” “termination of service” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Participant is
deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then payment of cash and/or delivery of shares of Common Stock in respect of the Vested PSUs
pursuant to Section 4 shall not be made until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Participant, and
(ii) the date of the Participant’s death, to the extent required under Section 409A of the Code. Upon the expiration of the foregoing delay period, the payment of cash and/or delivery of shares of Common Stock in respect of the Vested
PSUs delayed pursuant to this Section 10(c) shall be made in one installment. 

  
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 (d) Whenever a payment of cash and/or delivery of shares of Common Stock under this Agreement is
to occur within a period of a number of days, the actual date of payment of cash and/or delivery of shares of Common Stock within the specified period shall be within the sole discretion of the Company. 

(e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment of cash and/or delivery of shares of
Common Stock under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code be subject to offset by any other amount unless otherwise permitted by Section 409A of the Code.

 (f) Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

 11. Legend. The Company may at any time place legends referencing any applicable federal, state or foreign securities law
restrictions on all certificates, if any, representing shares of Common Stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates, if any, representing
shares of Common Stock acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section 11. 

12. Securities Representations. This Agreement is being entered into by the Company in reliance upon the following
express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: 
 (a) The
Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in
this Section 12. 
 (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities
Act, the shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a
“re-offer prospectus”) with regard to such shares of Common Stock, and the Company is under no obligation to register such shares of Common Stock (or to file a
“re-offer prospectus”). 
 (c) If the Participant is deemed an affiliate within the meaning
of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 of the Securities Act shall not be available unless (A) a public trading market then exists for the shares of Common
Stock, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 of the Securities Act or any exemption therefrom are complied with, and (ii) any sale of the shares
of Common Stock issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 of the Securities Act or any exemption therefrom. 

13. No Waiver. No waiver or non-action by either party hereto with respect to any breach
by the other party of any provision of this Agreement shall be deemed or construed to be a waiver of any succeeding breach of such provision, or as a waiver of the provision itself. 

  
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 14. Entire Agreement; Amendment. This Agreement, together with the Plan, contains
the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. This
Agreement may not be modified or amended in a manner adverse to the Participant, unless by a writing signed by both the Company and the Participant. 

15. Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed
duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the
Participant may have on file with the Company. 
 16. No Right to Employment or Service. Any questions as to whether and when
there has been a Termination and the cause of such Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or its
Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without Cause. 
 17.
Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the PSUs awarded under this Agreement for
legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant. 

18. Compliance with Laws. The grant of PSUs and the issuance of shares of Common Stock hereunder shall be subject to, and shall
comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules
and regulations promulgated thereunder) and any other law, rule regulation or exchange requirement applicable thereto. The Company shall not be obligated to issue the PSUs or any shares of Common Stock pursuant to this Agreement if any such issuance
would violate any such requirements. As a condition to the settlement of the PSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or
regulation. 
 19. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be
enforceable by the Company and its successors and assigns. The Participant shall not assign any part of this Agreement without the prior express written consent of the Company. 

20. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference
only and shall not be deemed to be a part of this Agreement. 

  
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 21. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. 
 22. Further
Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto
reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder; provided that no such additional documents shall contain
terms or conditions inconsistent with the terms and conditions of this Agreement. 
 23. Severability. The invalidity or
unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision
of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. 

24. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any
time; provided that no such amendment or termination may impair the Participant’s rights under this Agreement without the Participant’s written consent; (b) the award of PSUs made under this Agreement is completely independent
of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the PSUs awarded hereunder) give the Participant any right to any grants or awards in the future
whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation. 

[Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above. 
  

			
	RIVIERA RESOURCES, INC.
		
	By:	 	    
                                         
                             
	Name:
                                         
                               
	Title:  
                                         
                               
	
	PARTICIPANT
	
	                                    
                                         
       
	Name:
                                         
                               



  
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